CLUTCH C

AUTO A

44th
ANNUAL REPORT
2014-2015

CLUTCH C
AUTO A

THE HARD WORKING CLUTCH

Regd. Office : 2E/14, (1st Floor), Jhandewalan Extension, New Delhi-110055
Works & Admn. Office: SP2-173/174, RIICO Industrial Area, Kaharani, Bhiwadi, Distt. Alwar (Rajasthan)

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BOARD OF DIRECTORS:
SH. V K MEHTA
SH. K K TANEJA
SMT. POOJA KAPUR
SH. GIAN C NARANG
SH. DHIRENDRA N CHATURVEDI
SH. SURAJ MOHAN KHORANA

Chairman & Managing Director

Director
Director
Director
Director
Director

COMPANY SECRETARY:
SH. MANISH RAI

Company Secretary

AUDITORS:
M/s. S. C. Garg & Associates,
Chartered Accountants,
8, Ground Floor,
Anand Vihar, Pitampura,
New Delhi 110 034
BANKERS:
State Bank of Travancore
State Bank of India
Central Bank of India
DBS Bank Ltd.
Canara Bank
Export Import Bank of India

REGISTERED OFFICE:
CIN No. : L34300DL1971PLC005634
2E/14, (1st Floor)
Jhandewalan Extn.,
New Delhi 110 055
Telefax: (011) 23683548
E-mail : mailto.cal@rediffmail.com
Website : www.clutchauto.com
Works & Admn. Office:
SP2-173/174, RIICO Industrial Area,
Kaharani, Bhiwadi,
Distt. Alwar (Rajasthan)

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CONTENTS
Page No.
Directors Report

Management Discussion & Analysis Report

14

Corporate Governance Report

15

Auditors Report

25

Balance Sheet

29

Profit & Loss Account

30

Cash Flow Statement

31

Notes to Financial Statements

32

Notice

44

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DIRECTORS REPORT
Dear Shareholders,
Your Directors have pleasure in presenting their 44th Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2015.
1. Financial summary or highlights/Performance of the Company (Standalone)
(Rs. in lacs)

Particulars
Net Sales
Profit /(Loss) Before Interest and Depreciation
Finance Charges
Gross Profit/(Loss)
Provision for Depreciation
Exceptional Item
Net Profit /(Loss) Before Tax
Provision for Tax
Net Profit/(Loss) After Tax

2014-2015
3893.33
(2968.20)
0.84
(2969.04)
1922.50
13229.53
(18121.09)
(47.39)
(18073.70)

2013-14
3059.85
(2174.60)
2103.56
(4278.16)
355.22
8871.28
(13504.69)
(207.69)
(13296.99)

2. Brief description of the Companys working during the year/State of Companys affair
During the year under report, your Company has registered Net Sales of Rs.38.93 Crores in comparison to
Rs.30.60 Crores for the financial year 2013-14 depicting an increase of 27.26% YOY basis. This net sales has
been achieved despite all difficulties being faced by the company at this moment. With no support from any of the
Banks in the form of working capital, your company has achieved this feat with mere working capital and effectively
utilizing its customer base and Vendors simultaneously.
As lot much construction work is to be done and plant & machineries are to be installed at Bhiwadi Plant entailing
huge capital expenditure and with no sign of any substantial foreseeable funds in near future, your company has
managed to maintain the existing royal customers confidence intact and has kept the hope of revival of the
company alive. Apart from strong hold in the replacement market, your company has been able to add few OEM
Customers for the existing plant which is a substantial achievement for the company in such a scenario. Your
company is very much hopeful to replicate this performance in coming years and with the infusion of proper working
capital in the system, your company will be able to garner a much larger share in the Clutch Industry.
During the year under report, your company has registered itself with Board for Industrial & Financial
Reconstruction (BIFR) as the networth of the Company got eroded in the financial year 2013-14. The Board formed
the Opinion for registering the Company in BIFR in its meeting dated 14th August 2014, and get the Company
registered on 18th November 2014 with BIFR as a Sick Company pursuant to provisions of the Sick Companies
(Special Provisions) Act, 1985 seeking revival of the company.
3. Change in the nature of business, if any
There is no change in the nature of business.
4. Dividend
In view of huge losses, your Board is not in a position to declare any dividend for the financial year 2014-15.
5. Reserves
Pursuant to huge losses incurred by the Company its net worth got eroded in consequence thereof and was
forced to registered with BIFR, Delhi for its revival.
6. Change of Name
There is no change in the name of the Company.
7. Share Capital
Your Company has not issued any fresh or further capital during the financial year under report. The paid up capital
of the Company is Rs.1876.04 Lakhs.
3

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8. Directors and Key Managerial Personnel
Ms. Pooja Kapur, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for
reappointment.
9. Meetings
During the financial year ended 31st March 2015, six Board Meetings were held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
10. Board Evaluation
Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and conditions of Corporate
Governance, the Independent Directors in their separate meeting held on 31st March 2015 had reviewed the performance of
the members of the Board, the Board as a whole and the Chairman of the Company after taking into accounts the prevailing
situation of the Company, expressed satisfaction over the affairs of the Company. Measures taken to revive the Company were
discussed. The Performance criteria of Independent Directors have been laid down as per Clause 49-II(B) (5) of the Listing
Agreement in consonance with Para VIII of Schedule IV of the Companies Act, 2013.
11. Declaration by an Independent Director(s) and re- appointment, if any
Your directors would like to confirm that all Independent Directors of the Company have given their declarations that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
12. Remuneration Policy & Particulars of Employees:
The Board has to, on the recommendation of the Nomination & Remuneration Committee, appoint directors, if any, and to
decide remuneration along with senior personnels. A separate note has been given in the Corporate Governance Report.
Managerial Remuneration & Particulars of Employees:
No Remuneration was drawn by all Non-executive and Executive Director during the year except reimbursement by
Executive Director.
Since no remuneration except reimbursement has been drawn either by Managing Director or any other Director, provisions of
Sub section 12 of Section 197 is not applicable to us.
However, the information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.
In terms of Section 136 of the Act, the Report and financial statements are being sent to the members and others entitled
thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered
Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.
Particulars of Employees
Sub Rule 2 of Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) 2014 is not applicable to us as no
employee falls into this category.
13. Details of Subsidiary/Joint Ventures/Associate Companies
There is no Subsidiary/Joint Ventures/Associate Companies related to the Company.
14. Auditors
The Auditors, M/s S C Garg & Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting
and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General
Meeting [AGM] till the conclusion of next AGM.
15. Auditors Report
Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
Regarding observation made by the Auditors regarding non-provisioning of interest on Working Capital and Term Loans being
availed by the company at present, such stand has been taken by the Management as per the relevant Circulars of Reserve
Bank of India which debars banks for charging interest on NPAs Accounts. However, Banks are free to book interest in their
memorandum account but in our case as all the Bank Accounts have turned into NPA and all the represented assets against
such liabilities wiped out. The Management has decided not to make provision for interest in the books as the Company is not
in a position to pay any interest.

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16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. D K Dubey & Associates, Practicing Company Secretary
have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to
this report. The relevant observations made by the Secretarial Auditor in its report is self-explanatory and do not call for any
further comments.
17. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.
18. Risk management policy
Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management
Committee. The details of Committee and other details are also set out in the Corporate Governance Report forming part of
the Boards Report.
The Risk Management Committee has specified certain broad areas to be looked into regularly so that minimization of risks
can be achieved in view of the current situation of the Company as the operations of the Company are not at large scale.
19. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .
20. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and companys operations in future.
As the Company has registered itself with BIFR, certain legal proceedings against the Company have been stopped in view of
the provisions of Section 22 of SICA (Special Provisions) Act 1985.
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the
Company and its future operations. However, in line with the requirement of Clause 36 of the listing Agreement read with
guidance note issued by the Stock Exchanges, the Company has reported all the major cases / litigation matters etc. from time
to time to the Stock Exchanges.
21. Deposits
During year under report your Company has not accepted/invited any Deposits.
22. Particulars of loans, guarantees or investments under section 186
There is nothing to report under the above mentioned clause
23. Material changes and commitments, if any, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and the date of the
report
No material changes have occurred after the closure of the financial year and to the date of report which affects the financial
position of the Company.
24.Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Company has made adequate arrangements for internal financial controls with reference to the Financial Statements.
25.Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements to be entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including arms length transactions have been entered into.
26.Corporate Governance Certificate
The Compliance certificate from a practicing company secretary regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement is annexed with the report.
27.Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March 2015.
28.Obligation of company under the sexual harassment of women at work place (Prevention, prohibition and
redressal) act, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Work place
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every
5

CLUTCH C
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company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Your Board has took note of the same and is determined to prevent any such complaints. We believe in providing dignified
environment to working ladies. However, pursuant to shifting of plant to a remote area, lady staffs have left the Company.
29. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
1. Conservation of energy
The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related
parameters on regular basis. It is putting best endeavor to reduce energy consumption in all its operations and
activities.
Energy Conservation Measures Taken
1) Energy efficient LED lamps installed in Production Halls.
2) Strict Administrative measures have been adopted to save/control the utilization of electricity by switching off the
Lamps & Fans before & after the Production & duty timings.
Information pursuant to Section 217(1)(e)of the Companies Act, 1956.
A.
Conservation of Energy:
Power & Fuel Consumption
a)
Electricity purchased Units (KWH)
Total Amount (Rs.)
Rate/Unit (Rs. KWH)
b)
Own Generation through Diesel
Generators Units (KWH)
Total Amount (Rs.)
-Diesel oil per litre (Rs.)
-Cost per unit (Rs.)
(Diesel Cost only)
Total Electricity consumed (units)
Total Production (units)
Electricity consumption (per unit)

2014-15
202478
22,41,877
11.07
18766

2013-14
101680
11,85,589
11.66
21790

223992
53.33
11.93

264177
55.70
12.00

221244
318324
0.69

123470
216263
0.57

2. Technology absorption, adaption and innovation

A. Research & Development (R & D)
Due to shifting of machinery from Faridabad to Bhiwadi & other issues, no special initiative was taken for Research &
Development.
B. Technology absorption
No initiative could be taken on this front also.
Additional investment & proposals, if any, for reduction of conservation of Energy
Since our company has recently shifted to Rajasthan and running under huge losses, the Company is not in a position to
make any additional investment in this regard.
3. Foreign exchange earnings and outgo
Total foreign exchange earned and used
1. Foreign Exchange Earned
2. Foreign Exchange Outgo:
i) Raw Materials (CIF)
ii) Travel
iii) Others
Total
6

2014-15

2013-14

0
1980710
11977856
13958566

0
1,287,450
1,287,450

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30. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(b) Such accounting policies as mentioned in the notes to the financial statements have been selected and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at 31st March 2015 and the profit and loss of the company for the financial year
ended 31st March 2015;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts have been prepared on a going concern basis; and
(e) Proper internal financial controls have been followed by the company and that such internal financial controls are
adequate and were operating effectively and
(f) proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
31. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
32. Listing with stock exchanges:
The Company is in the process of paying the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the
Companys Shares are listed.
33. Acknowledgements
The Directors express their gratitude to all the Concerned Stakeholders for their co-operation extended to the Company.
For and on behalf of the Board of Directors
Place: New Delhi
Date: 30.05.2015

Vijay Krishan Mehta

Managing Director

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34.Annexure I
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &
Administration) Rules, 2014.
I. Registration & other details:

1.

CIN

L34300DL1971PLC005634

2.

Registration Date

13th, May 1971

3.

Name of the Company

Clutch Auto Limited

4.

Category/Subcategory of the Company

Public Limited Company

5.

Address of the Registered office

2E/14, First Floor,

& contact details

Jhandewalan Extn.,
New Delhi 110055
Contact Person
Manish Rai, Company Secretary
Tel No.011-23683548

6.

Whether listed company

Yes, Listed with NSE & BSE

7.

Name, Address & contact details of the

Mr. Sharwan Mangala,

Registrar & Transfer Agent, if any.

GM, MAS Services Ltd.

T-34, 2nd Floor,
Okhla Industrial Area, Phase II,
New Delhi 110020
Tel: 91-11- 26387281 - 83

II. Principal business activities of the company

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.
1.

Name and Description of

main products /services
Clutch Plates & Cover Assemblies

NIC Code of the

Product/service

% to total turnover
of the company

29301

100%

III. Particulars of holding, subsidiary & associate company

S.No.
-----

Name & Address

of the Company
----------

CIN/GLN

Holding/Subsidiary/Associate

-------------

------- Not applicable --------

% of
Shares held

Applicable
Section

---------

---------

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IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding
Category of Shareholders

A. Promoters
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any other
Total shareholding of
Promoter (A)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital
Funds
i) Others (specify)
Sub-total (B)(1):2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders
holding nominal share
capital up to Rs. 1 lakh
ii) Individual shareholders
holding nominal share
capital in excess of Rs 1
lakh
c) Others (Directors)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):Total Public Shareholding
(B)=(B)(1)+ (B)(2)
C. Shares held by
Custodian for GDRs &
ADRs
Grand Total (A+B+C)

No. of Shares held at the beginning of the

year[As on 1-April-2014]
% of
Demat
Physical
Total
Total
Shares

No. of Shares held at the end of the year[As

on 31-March-2015]
% of
Demat
Physical
Total
Total
Shares

6814318

6814318

36.326

6814318

6814318

36.326

No

6814318

6814318

36.326

6814318

6814318

36.326

No

5350
3525

0.029
0.019

5350
2125

5350
3525

0.029
0.019

No
No

20000

0.107

20000

20000

0.107

No

5350
2125

1400

20000

1400

%
Change
during
the year

22125

6750

28875

0.155

22125

6750

28875

0.155

No

3594634

5500

3600134

19.192

3399277

5500

3404777

18.15

-1.04

5310080

508209

5818289

31.016

5465479

496223

5961702

31.78

+0.66

2124788

2124788

11.327

2101047

2101047

11.2

-0.127

10000
297509

10000
301759

0.053
1.609

10000
292812

4250

10000
297062

0.053
1.584

No
-0.025

60417
300

0.322
0.002

140799
300

140799
300

0.751
0.002

+0.429
No

4250

60417
300
11397728

517959

11915687

63.521

11409714

505973

11915687

63.521

No

11419853

524709

11944562

63.676

11431839

512723

11944562

63.676

No

18234171

524709

18758880

100.00

18246157

512723

18758880

100.00

No

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B) Shareholding of PromoterSN

1
2
3
4
5
6

Shareholders Name

Vijay Krishan Mehta

Veena Mehta
Anuj Mehta
M L Gulati
V K Mehta
Gauri Dayal

Shareholding at the beginning of the

year
% of
%of Shares
total
No. of
Pledged /
Shares
Shares
encumbered to
of the
total shares
company
4362469
23.255
2.644
2445780
13.038
4.345
2164
0.012
0
100
0.001
0
3800
0.020
0
5
0
0

Shareholding at the end of the year

No. of
Shares

% of total
Shares of the
company

4362469
2445780
2164
100
3800
5

23.255
13.038
0.012
0.001
0.020
0

%of Shares
Pledged /
encumbered to
total shares

% change in
shareholding
during the
year

2.324
6.69
No
No
No

C) Change in Promoters Shareholding (please specify, if there is No Change) - No Change

SN

Particulars

Shareholding at the beginning of

the year
No. of
% of total
shares
shares of the
company

Cumulative Shareholding during

the year
No. of
% of total
shares
shares of the
company

At the beginning of the year

Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the reasons
for increase / decrease (e.g. allotment /transfer /
bonus/ sweat equity etc.):
At the end of the year

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):
SN

For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year i.e. at 1st April 2014
No. of shares

% of total
shares of the
company

Cumulative Shareholding
during the
Year i.e. at 31st March 2015
No. of shares
% of total
shares of the
company

Ranjan Kapoor

506436

2.700

356150

1.899

Baljit Kumar

272389

1.452

275398

1.468

Vishesh Sharma

114000

0.608

114000

0.608

Sangeetha S

97270

0.519

97270

0.519

Savitha S
Kulwant Singh

92590
76800

0.494
0.409

92590
76800

0.494
0.409

Suresh Goel
Usha Goel

0
0

0
0

75000
71200

0.400
0.380

Tarun Goel
Vijay laxmi Rakesh Shah

64500

0.344

63899

0.341

63899

0.341

6
7
8
9
10

Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the
reasons for increase /decrease (e.g. allotment /
transfer / bonus/ sweat equity etc.):
At the end of the year

------- No Change -------

10

CLUTCH C
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E) Shareholding of Directors and Key Managerial Personnel:
SN

Shareholding of each Directors and each Key

Managerial Personnel

Sh. V K Mehta, Managing Director

Sh. K K Taneja, Director
Sh. Manish Rai, Company Secretary
Date wise Increase / Decrease in Promoters
Shareholding during the year specifying the
reasons for increase /decrease (e.g. allotment /
transfer / bonus/ sweat equity etc.):
At the end of the year

Shareholding at the beginning

Cumulative Shareholding during
of the year i.e. 1st April 2014
the Year ie. 31st March 2015
No. of shares % of total shares No. of shares % of total shares
of the company
of the company
4362469
10000
NIL

23.255
0.053
NIL

N.A.

N.A.

4362469
10000
NIL

N.A.

23.255
0.053
NIL

N.A.

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Indebtedness at the beginning of the financial year

i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
* Addition
* Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

Secured Loans
excluding deposits

Unsecured
Loans

2,490,988,867

499,483,769

2,990,472,636

2,490,988,867

499,483,769

2,990,472,636

21,218,652

712,01,961

92,420,613

2,469,770,215

428,281,808

2,898,052,023

2,469,770,215

428,281,808

2,898,052,023

Deposits

Total
Indebtedness

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELNo Salary or Remuneration is drawn by Directors
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
S.No.

Particulars of Remuneration

Name of MD/WTD/ Manager

---------

Total Amount (Rs./Lakhs)

Sh. V K Mehta, MD

2
3
4

Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax
Act, 1961
(c) Profits in lieu of salary under section 17(3)
Income- tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify
Others, please specify Reimbursement
Total (A)
Ceiling as per the Act

1.16
1.16

11

1.16
1.16

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B. Remuneration to other directors - No Remuneration
SN.

Particulars of Remuneration

Name of Directors
-------

----1

Total Amount
---

Independent Directors
Fee for attending board committee
meetings
Commission
Others, please specify
Total (1)
Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act

C. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

S.No. Particulars of Remuneration
CEO
1

2
3
4

Gross salary
(a) Salary as per provisions contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Incometax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
others, specify
Others, please specify
Total

Key Managerial Personnel

Company Secretary
CFO Totaal (Rs./Lakhs)
Sh. Manish Rai
6.00

6.00

6.00

6.00

Authority
[RD / NCLT/
COURT]

Appeal made,
if any (give Details)

VI. Penalties / Punishment/ Compounding of offences: Not Applicable

Type

Section of the
Companies Act

Brief
Description

Details of Penalty /
Punishment/
Compounding fees
imposed

A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

12

CLUTCH C
AUTO A
Annexure - II
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in
sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms length basis. - Not Applicable

SL.
No.
a)
b)
c)
d)
e)
f)
g)
h)

Particulars

Details

Name (s) of the related party & nature of

relationship
Nature of contracts/arrangements/transaction
Duration of the
contracts/arrangements/transaction
Salient terms of the contracts or arrangements or
transaction including the value, if any
Justification for entering into such contracts or
arrangements or transactions
Date of approval by the Board
Amount paid as advances, if any
Date on which the special resolution was passed
in General meeting as required under first
proviso to section 188

2. Details of contracts or arrangements or transactions at Arms length basis.

S.No.
a)
b)
c)
d)
e)
f)

Particulars
Name (s) of the related party & nature of
relationship
Nature of contracts/arrangements/transaction

Details
Macas Automotive a Firm of
Director`s Relative
Supply of Auto parts required
for Manufacturing of Clutches
Two years

Duration of the
contracts/arrangements/transaction
Salient terms of the contracts or arrangements or 90 Days Payment basis
transaction including the value, if any
Date of approval by the Board
30.05.2015
Amount paid as advances, if any
No

For Clutch Auto Limited

Vijay Krishan Mehta
Managing Director

13

CLUTCH C
AUTO A
Annexure A to Directors Report
MANAGEMENT DISCUSSION & ANALYSIS
I.

Financial Performance of the Company

Turnover at Rs.38.93 Cr. in FY 2014-15 against Rs. 30.60 Cr. of previous year.
Material consumption was at Rs.36.17 Cr in 2014-15 against Rs.22.83 Cr of previous year.
Employees Benefit Expense was at Rs.5.81 Cr against Rs.3.18 Cr. of previous year.
Depreciation for the year 2014-15 was Rs.19.22 Cr against Rs.3.55 Cr. of previous year.
Financial Cost was Rs.84272 against Rs.21.04 Cr. of previous year.
Net Loss incurred by the Company stands at Rs.180.74 Cr. against Rs.132.97 Cr. of previous year.

II. Swot Analysis

Strengths Sustained Brand leadership in a highly technology intensive industry.
Commanding a strong hold in Aftermarket Dealership network in India
Weakness Single manufacturing facility to be grown up to a full-scale integrated facility.
Not being able to meet demands in present conditions.
Opportunities Can garner larger market share from present level.
Revival in Auto Industry will pent up the demand for the products of the Company.
Threat Delay in revival in Auto Industry may hamper future growth.
Low cost product from Un-organised Sector may eat Companys pie.
Consistent increase in cost of production.
III. IPR Portfolio
Although Company has multiple IPR Portfolio but is unable to harness benefits in the present Scenario.
IV. Risks & Concerns
Lack of adequate liquidity is a bolt on companys profitability and to take the company to next level.
Increased competition from Organised and unorganized sectors is also a matter of concern for the Company.
V. Internal Control Systems and their adequacy
Given the nature of business and size of operations, the Company's internal control system has been designed
to provide for:
Accurate recording of transactions with internal checks and prompt reporting
Adherence to applicable Accounting Standards and Policies
Compliance with applicable statutes, policies and management policies and procedures
Effective use of resources and safeguarding of assets
VI. Material Developments In Human Resources/industrial Relations Front
At the new factory location at Bhiwadi, your Company has been able to maintain cordial relationship with the workers.
VII. Cautionary Statement
Management Discussion and Analysis Report may vary subject to applicable rules & regulations within India &
Overseas and also is subjected to National and Global Economic Environment.
For and on behalf of the Board of Directors
Place: New Delhi
Date: 30.05.2015

Vijay Krishan Mehta

Managing Director
14

CLUTCH C
AUTO A
Annexure B to Directors Report
Corporate Governance Report for the year ended on 31st March 2015
1 Company Philosophy:
We believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance
stockholders value. Our Company is a listed company on the Bombay Stock Exchange & National Stock Exchange,
Mumbai. The Company has complied with in all material respect with the features of corporate governance as specified in
the Listing Agreement. The securities are being regularly traded at both Stock Exchanges BSE & NSE, Bombay.
2 Board of Directors:

Category
Non-Executive & Independent Directors
Other Non-Executive Directors
Executive Director (Chairman & Managing Director)
Total

No. of directors
4
1
1
6

The Chairman of the Board is an Executive Director.

Other Relevant details of Directors:

Name of Director

DIN

Category

No. of
Directorship(s) Committee(s) position
held in Indian (including Clutch Auto)
public & private
Limited
Companies
Member
Chairman
(Including
Clutch Auto)

Mr. Vijay Krishan Mehta

00053482

Promoter/
Managing Director

Mr. Kewal Krishan Taneja

00053226

Non Executive
Independent Director

Mr. Gian Chand Narang

00194095

Non Executive
Independent Director

Mr. Dhirendra N Chaturvedi

02219011

Non Executive
Independent Director

Mr. Suraj Mohan Khorana

00852046

Non Executive
Independent Director

Ms. Pooja Kapur

00047231

Non Executive
Director

Chairperson

*Mr. Vinod Goel

00884304

Non Executive
Director Nominee
(Export Import Bank
of India)

*Nomination of Mr. Vinod Goel was withdrawn by Bank vide letter dt.9.5.2014

15

CLUTCH C
AUTO A
Board Meetings held during the year
Dates on which the Board Meetings were held

Total Strength of the

Board

No. of Directors
Present

6
6
6
6
6
6

5
5
5
4
5
3

st

21 April, 2014
th
30 May,2014
th
14 August,2014
th
14 November,2014
th
13 February,2015
st
31 March, 2015

Name of Director

Vijay Krishan Mehta

K.K.Taneja
Gian Chand Narang
Pooja Kapur
S.M.Khorana
D.N.Chaturvedi
Vinod Goel

Attendance at the Board Meetings held on

Attendance at the
AGM held on
21/04/2014 30/05/2014 14/08/2014 14/11/2014 13/02/2015 31/03/2015
30th Sept, 2014
Yes
Yes
Yes
Yes
Yes
-

Yes
Yes
Yes
Yes
Yes
-

Yes
Yes
Yes
Yes
Yes
-

Yes
Yes
Yes
Yes
-

Yes
Yes
Yes
Yes
Yes

Yes
Yes
Yes
-

Yes
Yes
Yes
-

Nomination withdrawn by Bank & his Resignation was accepted by Board

3 Committees Of The Board.

(a) Audit Committee
The Audit Committee continued working under Chairmanship of Shri K K Taneja with Shri G C Narang and
Smt. Pooja Kapur as co-members. Sh. V K Mehta is Permanent Invitee. During the year, the committee met
on 4 occasions ie. On 30.05.2014, 14.08.2014, 14.11.2014 & 13.02.2015.
The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the
Meetings of the Committee are as under:
Name of Director

Category

K.K.Taneja
G C Narang
Pooja Kapur
Vijay Krishan Mehta
(Permanent Invitee)

NEDI
NEDI
NED
ED

Attendance at the Audit Committee Meetings held on

30/05/2014
Yes
Yes
Yes
Yes

14/08/2014
Yes
Yes
Yes
Yes

14/11/2014
Yes
Yes
Yes
Yes

13/02/2015
Yes
Yes
Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act,
2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:
Financial Reporting and Related Processes
Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges,
regulatory authorities or the public.
Reviewing with the Management the quarterly unaudited financial statements and the Auditors Limited Review Report
thereon/audited annual financial statements and Auditors Report thereon before submission to the Board
for approval.
Review of financial and operational performance.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess
sound knowledge of finance, accounting practices and internal controls.
16

CLUTCH C
AUTO A
(c) Nomination & Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board has already constituted Nomination and
Remuneration Committee.
The terms of reference of the Committee include the following:
Identifying potential individuals for appointment as Directors, Key Managerial Personnel and to other Senior
Management positions;
The composition of the Nomination and Remuneration Committee as at March 31, 2015 and details of the Members
participation at the Meetings of the Committee are as under:

Attendance at the Nomination &

Name of

Category

Director

Remuneration Committee Meeting

held on 30/05/2014

Sh. G C Narang

NEDI

Yes

Sh. K K Taneja

NEDI

Yes

Sh. S M Khorana

NEDI

Yes

(d) Corporate Social Responsibility (CSR)

The Company is now registered with Board for Industrial & Financial Reconstruction (BIFR) and seeking revival being a Sick
Company. The Board does not expect any quick turn around in near future considering the huge Losses & in consequence
wiping out of its reserves. So your Company will not be able to afford any expenses on account of Corporate Social
Responsibility. However, your Company is committed to discharge its Social obligations otherwise within its own means.
(e) Risk Management Committee - Mandatory Committee
Since our operation are on a limited Scale and the whole system of running the company is not fully operational, your
Committee has directed Senior Managerial Personnels of the Company to keep a strict vigil in day to day operations and
constant upgradation of standard operating procedures to minimise loss / fraud / risk in the Company. It includes right from
procurement of Raw Materials and till realisation of receiveables. However, with the improvements in the finances, further due
actions will be taken accordingly. Risk Management Committee is consisting of three members viz. Sh. K K Taneja, Sh. G C
Narang & Sh. S M Khorana. Only one meeting was held at which the Committee has authorised senior personnels to look after
the affairs on its behalf.
(f) Stakeholders Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has
renamed the existing Shareholders/Investors Grievance Committee as the Stakeholders Relationship Committee.
The composition of the Stakeholder`s Relationship Committee as at March 31, 2015 and details of the Members participation
at the Meetings of the Committee are as under:

Name of Director

Attendance at the Stakeholders Relationship

Committee Meetings held on

Category

30.05.2014

14.08.2014

14.11.2014

13.02.2015

Ms. Pooja Kapur

NED

yes

yes

yes

yes

Sh. K K Taneja

NEDI

yes

yes

yes

yes

Sh. G C Narang

NEDI

yes

yes

yes

All the transfers of Equity Shares and other issues pertaining to the Shareholders were effected, within the given timeframe
as prescribed, of lodgment of request, if complete in all respect.
Ms. Pooja Kapur is the Chairperson and Sh. Manish Rai, Company Secretary is the Compliance Officer.
17

CLUTCH C
AUTO A
Independent Directors Meeting
During the year under review, the Independent Directors met on March 31, 2015, inter alia, to discuss
Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.
Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and
Non-Executive Directors.
Performance Evaluation
As the Company has been registered with BIFR, reasonable assessment was carried out individually and Board as a whole
and it was found reasonable in the present circumstances.
4 Disclosures:
(a) Materially Significant related party transactions
The Company is seeking approval for effecting transaction under this head as mentioned in the notice of the Annual
report.
(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock
Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.
Due to late submission of Balance Sheet for the FY 13-14, NSE and BSE has imposed fine on the Company.
(c) Shares held by non-executive directors
The details of shareholding of the Non-executive Directors as on 31.03.2015 are as under:

Name of Director
Sh. Kewal Krishan Taneja

No. of Shares
10,000

None of the other Non-Executive Directors hold any shares in the Company.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to
Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read
with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting
policies which are consistently applied have been set out in the Notes to the Financial Statements.
Internal Controls
The Company has a formal system of internal control testing which examines both the design effectiveness and operational
effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances.
MD Certification
The Managing Director has issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that
the financial statements do not contain any untrue statement and these statements represent a true and fair view of the
Companys affairs. The said certificate is annexed and forms part of the Annual Report.
Code of Conduct
The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all
employees. The Company believes in Zero Tolerance to bribery and corruption in any form.
Prevention of insider Trading
Your Board has ensured non-dissemination of any unpublished price sensitive information pertaining to the Company till it is
officially disclosed & prohibits any dealing in equity shares either by directors or employees. All Directors and the designated
employees have confirmed compliance with the Code.
5. Non-Mandatory requirements
The Company has not adopted the non-mandatory requirements as specified in Annexure 1D of clause 49 of the Listing
Agreement.
Means of Communication
i)

Quarterly Results
The Company published its quarterly results regularly in national dailies both in English and Hindi.
18

CLUTCH C
AUTO A
The details of such announcement of result(s) during the year are as under:
Quarter ended

Date of Anouncement/BM

Date of Publication

Name of the Newspapers

30.06.2014

14.08.2014

16.08.2014

The Emerging World (English)

Media Darshan (Hindi)

30.09.2014

14.11.2014

16.11.2014

The Emerging World (English)

Media Darshan (Hindi)

31.12.2014

13.02.2015

14.02.2015

The Emerging World (English)

Media Darshan (Hindi)

30.05.2015

31.05.2015

The Emerging World (English)

Media Darshan (Hindi)

31.03.2015
(Audited Results for
Quarter & Year ended)

ii) Website
More information about the Company & its financials are available at its Website www.clutchauto.com
iii) Annual Report
Audited annual accounts along with Auditors & Directors Report (including Corporate Governance Report) are
circulated to members and other entitled thereto.
6) General Shareholders Information
i)

ii)

44th Annual General Meeting

Day & Date:

Wednesday, 30th September, 2015

Time :

10.00 A.M.

Venue:

143, Swaran Park, Mundaka, New Delhi - 110041

Financial Year :

01.04.2014 to 31.03.2015

iii) Book Closure Dates: 24th September, 2015 to 30th September, 2015
(iv) Dividend Payment Date:
No dividend for the financial year 2014-15 was declared due to losses.
Market Information:
Listing on Stock Exchanges
Name & Address of the Stock
Exchanges

Stock Code/Scrip
Code

BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400001
The National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex,
Bandra (East), Mumbai 400051

ISIN Number for NSDL/CDSL

(Dematerialised share)

505052

CLUTCH AUTO

The Company is in the process of paying the requisite Listing Fees to both the Stock Exchanges.

19

INE779 B01019

INE779 B01019

CLUTCH C
AUTO A
Share Price Data at
Month

High
April 2014
19.70
May 2014
23.50
June 2014
21.65
July 2014
23.35
August 2014
20.25
September 2014 32.70
October 2014 26.40
November 2014 27.95
December 2014 27.90
January 2015 25.85
February 2015 22.15
March 2015
19.20

BSE
Share Price

No. of
Turnover
shares
(Crores)
traded
during the
month

Low Close
12.11 15.43 324753
13.90 19.90 354180
18.30 21.15 259527
17.15 17.65 127666
16.50 17.80
53799
17.10 24.30 1055430
22.70 23.30 101236
22.00 22.75 204598
18.00 19.70 306022
19.30 21.60 276316
18.60 18.70
76142
12.55 13.10 101294

0.57
0.68
0.52
0.27
0.10
3.00
0.24
0.51
0.70
0.64
0.16
0.16

Share
Price

High
19.85
23.40
21.65
23.55
20.05
32.90
26.40
27.90
28.00
26.00
22.40
19.50

NSE
No. of
Turnover No. of shares Turnover
shares
(Crores) traded during (Crores)
traded
the month
during the
month
Low
Close
12.15
15.20
780786
1.35
14.10
19.65
726775
1.39
18.15
21.40
544393
1.09
17.30
18.00
297849
0.63
15.85
17.95
151565
0.28
17.25
24.40
1809034
5.12
22.35
23.30
231030
0.55
22.00
23.00
413954
1.03
18.00
19.65
767488
1.78
19.00
21.25
763881
1.81
18.00
19.10
239737
0.49
12.70
13.10
231248
0.37

Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares
held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the
Company. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.
Permanent Account Number (PAN)
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the
transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of
transfer, transposition, transmission and issue of duplicate share certificates.
v.
a.

Dividend
Payment of dividend through National Electronic Clearing Service (NECS)
Company is since incurring huge losses, no dividend is declared by the Company.

b. Unclaimed Dividends
There is no unclaimed dividend.
vi. Pending Investors Grievances
Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company
Secretary and Head Compliance at the Registered Office with a copy of the earlier correspondence.
There were no outstanding grievance of investors as on 1.4.2014 and two grievances received from Shareholders
were resolved during the year under report.
vii. Reconciliation of Share Capital Audit
As per the requirement of Listing agreements and SEBI quarterly audit of the Companys share capital as done by
a practising Company secretary has been submitted within prescribed days of the end of the each quarter and also
placed before Stakeholders Relationship Committee and the Board of Directors.

20

CLUTCH C
AUTO A
Dematerialisation of Shares and Liquidity
The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2015, is given below:

Particulars
Physical Segment
Demat Segment
NSDL
CDSL
Total

No. of Shares
512723

Percentage
2.75

16175583
2070574
18758880

86.22
11.03
100.00

Distribution of Shareholding as on March 31, 2015

No. of shares held

of Rs.10 each
between

No. of
shareholders

% of total
Shareholders

Total No.
of Shares

% of share
capital

1-500
501-1000
1001-2000
2001-3000
3001-4000
4001-5000
5001-10000
10001 & above
Total

19033
1345
621
217
82
76
119
76
21569

88.242
6.236
2.879
1.006
0.380
0.352
0.552
0.352
100.00

2539625
1087429
939790
555529
294992
359563
843516
12138436
18758880

13.538
5.797
5.010
2.961
1.573
1.917
4.497
64.708
100.00

Shareholding Pattern as on March 31, 2015

Particulars

No. of shares held

% of Shareholding

6814318
0

36.326%
0

Promoters
1.Indian Promoters
2.Foreign
Bank, Financial Institutions, Insurance
Companies & Mutual Funds
Bank & Financial Institutions
Insurance Companies
Mutual Funds/UTI
Central & State Governments
Foreign Institutional Investors
Bodies Corporate
NRIs/Foreign Nationals
Directors
Public and Others
Total
21

3525

0.019

5350

0.029

20000
3404777
297062
10000
8203848
18758880

0.107
18.15
1.584
0.053
43.73
100.00

CLUTCH C
AUTO A
Statement showing Shareholding of more than 1% of the Capital as on March 31, 2015

Sr. No.
1
2
3
4

Name of the shareholders

Falcon Jersey Pvt. Ltd
Incredible Capital Limited
Ranjan Kapoor
Baljit Kumar
Total

No. of Shares
1212207
1286525
356150
275398
3130280

Percentage of Capital
6.462
6.858
1.899
1.468
16.687

AGM/EGM conducted during the last three years.

Financial year
2011-12
2012-13
2012-13
2013-14

Date
29.09.2012
*17.01.2013
31.12.2013
30.09.2014

Time
10.00 a.m.
10.00 a.m.
10.00 a.m.
10.00 a.m.

Location
Seble Cinema, Mathura Road, Badarpur, New Delh i
12/4, Mathura Road, Faridabad
2E/14, Jhandewalan Extn., New Delhi
143, Swaran Park, Mundaka, New Delhi

*The Company passed Special Resolution(s) :

1) In the Extraordinary General Meeting held on 17th January 2013.
2) In the Annual General Meeting held on 30.09.2014.
No resolution has been passed through the exercise of postal ballot during the last three years.
Financial Calender 2015-16 (tentative)
Financial Year
First Quarter Results
Second Quarter Results
Third Quarter Results
Audited Results for the year
Dividend Payment Date
Registered Office

:
:
:
:
:
:
:

1st April 2015 to 31st March, 2016

on 14th August 2015
Before 14th November, 2015
Before 15th February, 2016
Before 30th May, 2016
N/A
2E/14, First Floor, Jhandewalan Extn., New Delhi

Registrar and Share Transfer Agents

M/s. MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, PhaseII, New Delhi 110 020.
Tel. 91-11-2638 7281-83. Fax 2638 7384, E-Mail: info@masserv.com.
Investors Assistance:
Registered Office:
Secretarial Department
Clutch Auto Limited
2E/14 (First Floor),
Jhandewalan Extn.,
New Delhi 110 055.
Telefax: (011) 23683548
e-mail mailto.cal@rediffmail.com

Plant Location:
Clutch Auto Limited
SP2/ 173-174,
RIICO Industrial Area,
Kaharani
Bhiwadi
Distt. Alwar (Rajasthan)

For and on behalf of the Board of Directors

Place: New Delhi
Date: 30.05.2015

Vijay Krishan Mehta

Managing Director

22

CLUTCH C
AUTO A
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
Registration Number of the Company:55-5634
Nominal Capital of the Company:Rs.30 Crores
The Members of
Clutch Auto Limited
2E/14, First Floor, Jhandewalan Extension
New Delhi 110055
We have examined all relevant records of Clutch Auto Limited (herein after called the Company) having registered office at
2E/14, First Floor, Jhandewalan Extension, New Delhi-110055 for the purpose of certifying compliance of the condition of the
Corporate Governance under the Clause 49 of the Listing Agreement with the Bombay Stock Exchange and National Stock
Exchange for the financial year ended 31st March 2015. We have obtained all the information and explanations to the best of
our knowledge and belief were necessary for the purpose of the certification.
The compliance of the conditions of the Corporate Governance is the responsibility of the management. Our examination was
limited to the procedure and implementation thereof. This certificate is neither an assurance as to the future viability of the
Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
On the basis of our examination of the records produced, explanation provided/furnished, we certify that the Company has
complied with the mandatory conditions of the said Clause 49 of the Listing Agreement except as mentioned herein. The
Company is in the process of payment to Listing fee to Stock Exchanges and some delayed submission of data due to nonreceipt of data from NSDL as explained by the Company.
For D K Dubey & Associates
Place: New Delhi
(Company Secretaries)
Date: 30.05.2015
D. K. Dubey
(Proprietor)
CP No.8882
Annexure C
DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING
ADHERENCE TO THE CODE OF CONDUCT
In accordance with Clause 49(I)(D)(ii) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the
Directors and the Senior Management personnel of the Company have affirmed compliance to their respective Codes of
Conduct, as applicable to them for the Financial Year ended March 31, 2015.
For CLUTCH AUTO LIMITED
Date: 30.05.2015
Place: New Delhi

Vijay Krishan Mehta

Managing Director
ANNEXURE D TO DIRECTORS REPORT
CERTIFICATION BY MANAGING DIRECTOR IN TERMS of CLAUSE 49(V)

I , Vijay Krishan Mehta, Managing Director hereby Certify that :

a. We have reviewed financial statements and the cash flow statement for the year and that to the best of their
knowledge and belief :
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the companys affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
b.

There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or violative of the companys code of conduct.

c.

We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have
evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have
23

CLUTCH C
AUTO A
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d.

We have indicated to the auditors and the Audit committee related to internal control and financial matters as per the
rules prescribed.
For CLUTCH AUTO LIMITED

Date: 30.05.2015
Place: New Delhi

Vijay Krishan Mehta

Managing Director
Annexure-III

Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED AS ON 31.03.2015
To,
The Members,
Clutch Auto Limited
2E/14, First Floor, Jhandewalan Extn.,
New Delhi 110055
We have conducted the secretarial audit of the compliance of applicable statutory provisions by Clutch Auto Limited
(hereinafter called the company). Secretarial Audit was strictly restricted for the period Financial Year 2014-2015 and has been
conducted only to form a reasonable opinion regarding corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Clutch Auto Limiteds s records maintained by the company and also the information provided
by the Company, during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the
audit period covering the financial year ended on 31st March 2015, has reasonably complied with the statutory provisions listed
hereunder in view of the registration of the Company with BIFR and inherent limitations associated in such situations with and
also that the Company has reasonable Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Clutch Auto
Limited (the Company) for the financial year ended on March 31, 2015 according to the provisions of:
(i)
(ii)
(iii)
(iv)

The Companies Act, 2013 (the Act) and the rules made thereunder;
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
N.A.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(SEBI Act):(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
N.A.
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
N.A.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; : N.A.

24

CLUTCH C
AUTO A
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; N.A. and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; N.A
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. N.A.
(ii) The Listing Agreements entered into by the Company with BSE Ltd & National Stock Exchange of India Ltd. Stock
Exchange(s), if applicable; except late submission of Annual Results, late submissions of Shareholding pattern &
Returns due to monetary difficulties.
During the period under review the Company has reasonably complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above subject to the above observations including related party transactions at arms
length as per facts and as per view taken by the Company.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed discussion notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.
We further report that there are reasonable systems and processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
However, it needs improvement once the Company is revived.
For D K Dubey & Associates
(Company Secretaries)
D. K. Dubey
(Proprietor)
CP No.8882

Place: New Delhi

Date: 30.05.2015

AUDITORS REPORT
To the Members of, Clutch Auto Limited
Report on the Financial Statements
We have audited the accompanying financial statements of M/s Clutch Auto Limited which comprise the Balance Sheet as at
March 31, 2015, the Statement of Profit and Loss and Cash Flow and a summary of significant accounting policies and other
explanatory information for the year then ended.
Management's Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013(the Act)
with respect to the preparation of these financial statements that give a true and fair view of the financial position financial
performance and cash flow of the company in accordance with the accounting principles generally accepted in India, including
Accounting Standards specified under section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This
Responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit.
25

CLUTCH C
AUTO A
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to
be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of
India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatements.
An audit involves performing procedures to obtain audit evidences about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material
misstatements of the financial statements, whether due to fraud or error. In making those risk assessments the auditors
consider internal financial controls relevant to the companys preparation of the financial statements that give a true and fair
view in order to design audit procedure that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit
opinion on the standalone financial statements
Basis for Qualified Opinion :1. During the year The Company has not provided interest on the secured and unsecured loan availed by it from the Bank and
Financial Institutions. Has the company would have provided Interest on the loans amounting to Rs 27.95 crore ,its net
loss would have increased by 27.95 crore to Rs 203.68 crore ( accumulated amount 213.20 crore ) and loans &
liability would have increased by Rs 27.95 crore to Rs 222.33 crore.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the
matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;
b) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and
c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the companies (Auditors Report) Order, 2015 (the Order) issued by the central government of India in
terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2.

As required by section 143(3) of the Act and Companies (Audit and Auditors) Rule 2014, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the company so far as it appears from
our examination of those books
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statements dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7of the Companies (Accounts) Rule, 2014.
(e) In our opinion, there are no adverse observations and comments on the financial transactions of the matters which
have adverse effect on the functioning of the company
(f) On the basis of the written representations received from the Directors as on March 31, 2015 taken on record by the
board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in
terms of sub section (2) of section 164 of the Companies Act 2013.
(g) In our opinion, there are no qualifications, reservation or adverse remark relating to maintenance of accounts and
other matter connected therewith.
26

CLUTCH C
AUTO A
(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements
Refer Note IV to the financial statements
ii) The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company.
For S C GARG &ASSOCIATES
Chartered Accountants
Place: New Delhi
Dated: May 30, 2015

(Vipin Kumar Ahuja)

(Partner)
Membership No 522081
8, Ground Floor, Anand Vihar,
Pitampura, New Delhi 110 034

ANNEXURE TO THE AUDITORS REPORT

(Referred to in our Audit Report of even date to
the Members of CLUTCH AUTO LIMITED on the Accounts for the period ended on 31st March, 2015)
1) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of
fixed assets;
(b) As explained to us all the assets have been physically verified by the management at regular interval. As informed to us
no material discrepancies were noticed on such verification.
2) (a) The inventory has been physically verified during the year by management. In our opinion, the frequency of verification
is reasonable
(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
3) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act 2013 during the year and in our opinion, hence para (a) and (b) are not applicable.
4) In our opinion and according to the information and explanation given to us, there is an adequate internal control system
commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets
and with regard to the sale of goods. During the course of our audit, no major weaknesses has been noticed or reported.
5) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits in
contravention of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other
relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, have been complied
with. No order has been passed by the Company Law Board or National Company Law Tribunal or RBI or any court or any
other tribunal.
6) According to the information and explanation given to us, government has not prescribed maintenance of cost records
under sub section (1) of section 148 of the Companies Act, 2013 for the products of the company.
7) (a) In our opinion the company is not regular in depositing undisputed statutory dues including provident fund,
employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value
added tax, cess and any other statutory dues with the appropriate authorities. There is arrears of outstanding statutory
dues as at the last day of the financial year concerned for a period of more than six months from the date they became
payable.
Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of
the companies Act 1956, we are not in a position to comment upon the regularity or otherwise of the company in
depositing the same.
27

CLUTCH C
AUTO A
(b) According to information and explanation given to us, there are dues on account of income tax or sales tax or wealth
tax or service tax or duty of customs or duty of excise or value added tax or cess, which have not been deposited on
account of any dispute, details of which are as under :Name of the
dues

Amount (in Rs)

Period to which
the amount relate

Central Excise & Service tax

Appeal

Rs.4,21,36,300/-

A.Y. 2007 - 2008

CESTAT ( Appeals)

Income Tax

Appeal

Rs.1,07,00,000/-

A.Y. 2006 - 2007

Hon ITAT

Central Excise & Service tax

Appeal

Rs.3,91,00,000/-

A.Y. 2011 - 2012

Commissioner Excise

Haryana VAT

Appeal

Rs.18,72,92,242/-

A.Y. 2008 -09 to

2011-2012

DET

Name of the statue

Status/ Forum where

dispute is pending

(c) According to information and explanation given to us, there is no amount which is required to be transferred to Investor
Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made
there-under.
8) The Company have accumulated losses more than its net worth at the end of the financial year. Further The Company has
incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year . Further
on September 12,2014 company has filed an application in BIFR seeking registration u/s 15(1) of Sick Industrial
Companies Act 1985
9) According to information and explanations given to us, the company has defaulted in repayment of any dues to a financial
institution, and bank during the year of audit.
10) In our opinion and according to information and explanations given to us, the company has not given any guarantee for
loans taken by others from bank or financial institutions.
11) In our opinion and according to information and explanations given to us, the company has not taken any term loan during
the year.
12) According to information and explanations given to us, no fraud on or by the company has been noticed or reported during
the year.
For S C GARG &ASSOCIATES
Chartered Accountants
Place: New Delhi
Dated: May 30, 2015

(Vipin Kumar Ahuja)

(Partner)
Membership No 522081
8, Ground Floor, Anand Vihar,
Pitampura, New Delhi 110 034

28

CLUTCH C
AUTO A
Balance Sheet as at 31st March, 2015
Particulars

Note

I. Equity And Liabilities

(1) Shareholders' Funds
(a) Share Capital
(b) Reserves and Surplus
(2) Share application money pending allotment
(3) Non-Current Liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (Net)
(c) Long-term provisions
(d) Sundry Creditors & other payable
(4) Current Liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

As at
31st March, 2015

As at
31st March, 2014

2
3

187,604,300
(1,902,480,145)

187,604,300
(94,138,312)

4
5
6
7

1,993,836,240
864,863
80,352,992
87,842,371

2,015,054,892
14,504,245
85,849,108
98,939,241

904,215,782
332,563,533
76,254,355
555,732

975,417,744
85,454,810
71,123,601
-

1,761,610,023

3,439,809,629

1,425,294,648
14,444,494
150,000,000

1,622,284,998
21,614,173
315,811,000

13
14

6,360,422
12,669,375

223,746,311
858,268,441

15
16
17
18

76,830,876
47,113,251
13,339,099
15,557,858

371,499,557
4,501,637
11,196,093
10,887,419

1,761,610,023

3,439,809,629

8
9
10
11
Total

II.Assets
(1) Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
(b) Long term loans and advances
(c) Other non-current assets
(2) Current assets
(a) Inventories
(b) Trade receivables
(c) Cash and cash equivalents
(d) Short-term loans and advances

12

Total
Significant Accounting Policies
Notes on Financial Statements

(Amount in INR)

1 to 27

As per our report of even date attached

For and behalf of the board

For S.C. Garg & Associates

Chartered Accountants
FRN-06873N

(V. K. MEHTA)
Managing Director

(K. K. TANEJA)
Director

(Vipin Kumar Ahuja)

Partner
M.No. 522081
Place: New Delhi
Date : 30th May, 2015

(MANISH RAI)
Company Secretary

(SHYAM SINGH)
Accounts Officer

29

CLUTCH C
AUTO A
Statement of Profit and Loss for the year ended 31st March, 2015
(Amount in INR)
Particulars
Income
Revenue from operations
Other Income
Total Revenue

Note

2014-15

2013-14

19
20

389,333,025
23,348,518
412,681,543

305,985,204
305,985,204

21

361,670,549

228,346,625

22
23
24
25
26

194,616,946
58,073,475
84,272
192,249,955
95,142,181

193,387,061
31,845,371
210,358,156
35,521,904
69,866,956

901,837,378

769,326,073

Profit before exceptional and extraordinary items and tax

(489,155,835)

(463,340,870)

IX

Exceptional Item

1,322,953,742

887,128,878

X
XI

Profit before Tax

Tax expense:
(1) Current tax
(2) Deferred tax
(2) Earlier Year Tax

(1,812,109,577)
(4,739,382)
(13,639,382)
8,900,000

(1,350,469,748)
(20,769,986)
8,754,558
(29,524,544)

XII

Profit for the period (VI-VII)

(1,807,370,194)

(1,329,699,762)

XIII

Earning per equity share:

(1) Basic & Diluted
Significant Accounting Policies
Notes on Financial Statements

(98.07)

(72.15)

I.
II.

Expenditure:
III.
Cost of materials consumed
IV.
Changes in inventories of finished goods,
work-in-progress and Stock-in-Trade
V.
Employee benefit expense
VI
Financial costs
VII
Depreciation and amortization expense
VIII
Other expenses
Total Expenses

27

1 to 27

As per our report of even date attached

For and behalf of the board

For S.C. Garg & Associates

Chartered Accountants
FRN-06873N

(V. K. MEHTA)
Managing Director

(K. K. TANEJA)
Director

(Vipin Kumar Ahuja)

Partner
M.No. 522081
Place: New Delhi
Date : 30th May, 2015

(MANISH RAI)
Company Secretary

(SHYAM SINGH)
Accounts Officer

30

CLUTCH C
AUTO A
Cash flow Statement for the year ended 31st,March 2015
A.

From operating activities

Net Profit before tax
Adjustments for :Depreciation on Fixed Assets
Loss on sale of fixed assets
Interest expenses
Exceptional amount written off

Cash flow from investing activities

Purchase of fixed assets and change in capital
work in progress (including intangible assets
Sale proceeds from Fixed Assets
Net cash used in investing activities
Cash flow from financing Activities
Proceeds from Secured loans (Net)
Proceeds from Equity share fund
Proceeds from Application money agst warrant
Proceeds from Unsecured loans(Net)
Net cash from financing activities
Net change in cash and cash equivalents

2013-14

(489,155,835)

(463,340,870)

192,249,955
8,923,039
35,999
(1,157,142,742)

35,521,904
206,062,040
(550,001,072)
-955933749
(1445089584)

Operating Profit before working capital changes

Adjustments for :(Increase)/Decrease in Trade and other receivables
(Increase)/Decrease in inventories
Increase/(Decrease) in Current liabilities & Provision
Cash generated from operations
Interest expenses
Direct taxes paid(Net of refund)
Net cash from operating activities

2014-15

1,015,702,902
294,668,681
170,496,378

1,480,867,961
35,778,377

(35,999)
(8,900,000)

-308417128
(771757997)

320,974,434
204,563,669
88,738,175
(157,481,720)

(8,935,999)
26,842,378

(2,014,604)

(96,952,706)

4,030,000

25,936,872
2,015,396

(26,714,768)

400,915,473

(71,015,834)

(26,714,768)
2143006

400,915,473
(4119577)

11,196,093
13,339,099

15,315,670
11,196,093

2143006

(4119577)

Net increase in cash and cash equivalents:

Cash & Cash equivalents as at 1st April
Cash & Cash equivalents as at 31st March

As per our report of even date attached

For and behalf of the board

For S.C. Garg & Associates

Chartered Accountants
FRN-06873N

(V. K. MEHTA)
Managing Director

(K. K. TANEJA)
Director

(Vipin Kumar Ahuja)

Partner
M.No. 522081
Place: New Delhi
Date : 30th May, 2015

(MANISH RAI)
Company Secretary

(SHYAM SINGH)
Accounts Officer

31

614,276,278
(327,670,866)
(206,062,040)
29,524,544
(334,019,216)

CLUTCH C
AUTO A
Notes to Financial Statements For The Year Ended 31st March 2015
(Amount in INR)

1.

31-3-2015

31-3-2014

Share capital
Authorized
300,00,000 equity shares of Rs. 10/- each

300,000,000

300,000,000

Issued
18765080 Equity shares of Rs.10 each, (Previous year 18765080)

187,650,800

187,650,800

187,588,800
15,500

187,588,800
15,500

187,604,300

187,604,300

No. of shares
18,758,880
18,758,880

31-03-2014
Amount in Rs.
187,588,800
187,588,800

Subscribed & Paid Up Capital

18758880 Equity shares of Rs.10 each, fully paid up (Previous year 18758880)
Add:- Shares forfeited (6200 shares)
Total
2.1

Reconciliation statement for number of equity shares outstanding

31-03-2015
Equity
No. of shares
Amount in Rs.
At the beginning of reporting period
18,758,880
187,588,800
Addition/ deduction
Outstanding at the end of reporting period
18,758,880
187,588,800

2.2

Terms/rights attached to equity shares

The Company has issued only one class of shares/ securities i.e. fully paid-up equity shares. Each equity share holder is
entitled to vote one per share.

2.3

Details of shareholder holding more than five percent equity shares in the Company
31-03-2015
Name
Category
No. of shares
% shareholding
No. of shares
Vijay Krishan Mehta
Equity
4,362,469
23.26
4,362,469
Veena Mehta
Equity
2,445,780
13.04
2,445,780
Falcon Jersey Pvt. Ltd
Equity
1,212,207
6.46
1,204,907
Incredible Capital Ltd.
Equity
1,286,525
6.86
1,311,192
Total
9,306,981
49.62
9,324,348

3.

31-03-2014
% shareholding
23.26
13.04
6.42
6.99
49.71

Reserves & surplus

31-03-2015

31-03-2014

Capital Reserve
Investment Allowance Reserve

2,250
10,731,000

2,250
10,731,000

Share Premium Account

Add: During the year
General Reserve
Opening Balance as per last Balance Sheet
Profit & Loss Account-Surplus

525,510,900
(828,112,642)
(1,807,370,194)

Revaluation Reserve (Land & Building)

Less: Profit on Acquisition Compensation of Land reversed
Less: Dep for the year adjusted
Total

197,730,180
0
971,639

32

525,510,900

525,510,900
-

501,587,120
(2,635,482,836) (1,329,699,762)

196,758,541
(1,902,480,145)

213,720,249
15018430
971,639

525,510,900

(828,112,642)

197,730,180
94,138,312

CLUTCH C
AUTO A
4

31-03-2015

31-03-2014

Long-term Borrowings {Refer Note No 26 (I) & (II)}

Secured
Term Loans (Bank)
Term Loans (Others)
Working Capital Term Loan (Bank)
Funded Interest Term Loan (Bank)

4,660,493
1,164,388,332
390,431,292
41,878,514

4,660,493
1,185,606,984
390,431,292
41,878,514

Unsecured
Term Loans (Others)
Total

392,477,609
1,993,836,240

392,477,609
2,015,054,892

Deferred Taxes Assets (Net)

Deferred tax Liabilities/Assets arising out of timing differences comprise of the following major components;
Deferred Tax Liabilities recognized
Written down value of Fixed Assets:
As Per Companies Act (Excluding Revaluation Reserve 1,242,980,601
As per Income Tax Act
1,240,181,692

31-03-2015

31-03-2014
1,446,168,991
1,313,380,578

864,863
Deferred Tax Assets recognised
Provision for Gratuity & leave Encacashment
Claim as per Books of Account

Deferred Tax Assets\ Liabilities (Net)

Total
Sundry Creditors & Other Payable

Short-term Borrowings
Secured
Loan for Working Capital (From Bank)
Cash Credit
Packing Credit Loan(PCL)
Bill Discounted
Foreign Bills (FOBP)
Unsecured
Deposit from Dealers and Suppliers
Other loan and advances

(26,527,374)

864,863

Long-term provisions
Provision for employee benefits
Provision for Gratuity
Provision for Encashment of Leave

41,031,620

14,504,245

31-03-2015

31-03-2014

75,956,816
4,396,176
80,352,992

75,479,701
10,369,407
85,849,108

87,842,371

98,939,241

31-03-2015

31-03-2014

716,154,560
60,290,148
95,228,875
(3,262,000)

868,411,583

12,176,001
23,628,198

35,804,199

12,125,001
94,881,159 107,006,160

904,215,782

975,417,744

Total

716,154,561
60,290,148
95,228,875
(3,262,000)

868,411,584

Note:
1 Cash Credits are secured by hypothecation of inventories and book debts among bankers in consortium eg. Canara Bank.
Central Bank of India, State Bank of Travancore , Exim Bank, DBS Bank Ltd, State Bank of India.
31-03-2015
9

Trade Payables
Sundry Creditors
Creditors Raw Material
Creditors Others

(10,756,192)
96,211,002

330,350,163
330,350,163

33

31-03-2014

85,454,810

CLUTCH C
AUTO A
10

Other Current Liabilities

Unpaid dividends
Statutory Liabilities

31-03-2015
Total

11

Short-term Provisions
Provision for Income Tax
Less:Advance Tax/TDS

Long Term Loans and Advances

Secured considered good
Security Deposits
Deposits With Govt. & Others
Other loans and advances
Total

14

Other Non Current Assets

Security Deposit
Considered Good
Considered Doubtful

31-03-2013
-

31-03-2015

31-03-2014

6,360,422
6,360,422

66,360,422
157,385,889
223,746,311

31-03-2015

31-03-2014

2,043,414
10,337,339
288,622

Other debts Considered Good

Total
15

31-03-2014
-

Total
13

76,254,355
76,254,355

31-03-2014
309,772
70,813,829
71,123,601

Inventories
Raw Materials & Components
Finished Goods
Stores & spares
Work in Progress
Scrap
Total

2,043,414
834,688,327
288,622

10,625,961

834,976,949

21,248,078

12,669,375

858,268,441

31-03-2015
27,457,230
49,018,929
354,717
-

31-03-2014
127,685,353
219,046,548
178,329
7,052,999
17,536,328

76,830,876

371,499,557

16

Trade receivables
Sundry Debtors pending for Less than one year

31-03-2015
47113251

31-03-2014
4501637

17

Cash & cash equivalents

Cash in hand
Balances with Banks
Current Accounts
FDR with Banks

31-03-2015
528,388

31-03-2014
1,430,857

4,196,757
8,613,954
13,339,099

1,151,282
8,613,954
11,196,093

31-03-2015

31-03-2014

15,685,249
(127,391)
15,557,858

8,547,605
2,339,814
10,887,419

Total
18

Short-term loans & advances

(Unsecured but considered good)
Advances to suppliers
Advances For Material
Balance of Unutilized Taxes
Others

Total

34

CLUTCH C
AUTO A
19

20

21

Revenue from operations

Sale of products (Net of Excise)
Net Sales (Domestic)
Net Sales (Export)
Other operating revenues
Sales of Scrap

31-03-2015

31-03-2014
305,985,204

Total

362,762,982
7,505,781
19,064,262
389,333,025

31-03-2014
-

Total

31-03-2015
(8,923,039)
32,271,557
23,348,518
31-03-2015

31-03-2014

127,685,353
261,442,426
389,127,779
27,457,230
361,670,549

138,453,290
217,578,688
356,031,978
127,685,353
228,346,625

Other Income
Interest from Banks & others
Profit/Loss on sale of fixed asset
Miscellaneous receipts
Stock
Cost of raw material consumed
Opening Stock
Add: Purchases
Less: Closing Stock
Total

22

24

219,046,548
17,536,328
7,052,999
Total

Employee Benefits Expenses

Salaries, Wages, Bonus & Allowances
Contribution to Provident Fund & Other Funds
Gratuity
Staff benefits
Personnel Development, Recruitment & Training
Total
Financial Costs
Bank Charges
Interest Paid (Others)
Total

25

305,985,204

Changes in inventories of finished goods, work-in-progress (semi-finished) 31-03-2015

Closing Stock
Finished Goods
49,018,929
219,046,548
Scrap
17,536,328
Goods in process
49,018,929
7,052,999
Opening Stock:
Finished goods
Scrap
Consumable Store
Goods in process
(Increase )/ Decrease

23

Depreciation and amortization expenses

Depreciation on tangible assets
Depreciation on intangible assets
Total

26

Other expenses

26.1

Manufacturing Expenses
Job work charges
Stores, Spares and Tools consumed
Electricity, Water Power & Fuel
Carriage Inward
Repairs to Machinery
General Factory Expenses
Repairs to Factory Building

35

31-03-2014

243,635,875

35,214,650
243,635,875
194,616,946

47,300,406
354,507,880

437,022,936
193,387,061

31-03-2015

31-03-2014

51,893,599
1,049,698
477,115
4,651,663
1,400
58,073,475

29,484,176
229,724
352,203
1,779,268
31,845,371

48,273
35,999
84,272

4,296,116
206,062,040
210,358,156

185,080,276
7,169,679
192,249,955

22,809,589
12,712,314
35,521,904

31-03-2015

31-03-2014

2,855,020
758
2,552,999
1,161,032
322,569
1,246,894
137,462

5,581,640
1,849,900
2,004,249
138,007
209,332
122,635

CLUTCH C
AUTO A
26.2

26.3

Selling and Distribution Expenses

Sales Promotion
Advertisement & publicity
Packing Material consumed
Commission, Rebate & Discounts
Export Expenses
Outward Freight & Forwarding Charges

4,991,091
108,382
11,364,947
25,252,565
1,124
9,430,352

701,028
32,900
8,692,824
11,805,564
33,408
6,167,327

Establishment Expenses
Repairs and Maintenance others)
Rent
Insurance
Travelling & Conveyance - Directors
- Others
Legal & Professional Charge
Printing & Stationery
Postage & Telecommunications
Auditors Fee
Miscellaneous Expenses

663,445
448,723
863,737
1,980,710
8,269,773
20,006,712
304,723
1,172,600
500,000
1,506,563

877,293
527,350
757,362
1,887,558
7,621,865
8,740,218
982,212
1,313,774
500,000
9,320,511

95,142,181

69,866,956

150,000,000
843,102,143
329,851,599

(25,848,442)

1,322,953,742

887,128,878

TOTAL
27

Exceptional Item
Provision for Sales Tax Demand
Profit from Acquisition Compensation of Land
Provision for Doubtful Debts
Product Develoment Expenses Written Off
TOTAL

36

550,001,072

362,976,248

Note No 12
FIXED ASSETS 2014-15
(Amount in INR)

CLUTCH C
AUTO A

37

CLUTCH C
AUTO A
Notes to financial statements for the year ended March 31st, 2015
1 . NOTES TO ACCOUNTS
I. SECURED LOANS
a) Nature Of Security
i) Term Loan from RIICO
The company has availed project terms loan of Rs. 3800.00 lacs from RIICO i.e. 828.95 lacs against Land and
281.25 lacs swapping of term loan from Axis Bank & balance Rs. 2689.80 lacs for building and Plant & Machinery
stands. Disbursed Rs.3513.16 Lacs upto 31.03.2013. Secured by way of equitable mortgage / hypothecation of
fixed assets present & future of the company by pari-passu first charge (in terms of Intercreditor and Security
Sharing Agreement executed with DEG, Germany on 19.12.2008) & guaranteed by Managing Director and
secured by pari-passu second charge on current assets present & future.
ii) External Commercial Borrowing (ECB) from DEG, Germany
The Company has executed ECB Loan Agreements viz Loan Agreement - I dt. 18.12.2007 for US $ 8 Mn. [FC
Expenditure] and other Loan Agreement II dt. 07.07.2008 for US $ 4 Mn. (stands disbursed on 11.02.2009)
[Rupee Expenditure] with M/s. Deutsche Investitions- und Entwicklungsgesellschaft mbh, Federal Republic of
Germany, for capacity expansion & modernisation. The above Loan is secured by first ranking mortgage on the
present and future immovable assets and first ranking hypothecation on all present and future movable assets
(other than current assets and stocks).
iii) Term Loan from ICICI Bank Ltd.
Secured by hypothecation of specific assets purchased there against and guaranteed by Managing Director.
Secured by an exclusive charge by way of hypothecation on all movable properties under the Sponsored Research
& Development program of World Bank (SPREAD) under the agreement dated 6th August, 2003.
iv) Working Capital Loans from banks
Secured by hypothecation of stock of finished goods, semi finished goods raw material, consumable stores and book
debts of the company. These securities rank pari-passu in favour of various banks viz. State Bank of Travancore,
Canara Bank, Central Bank of India, State Bank of India, DBS Bank & Exim Bank. Secured by second charge by way of
equitable mortgage of fixed assets and guaranteed by Managing Director.
b) Non fund based limits
Assets charged with Bank also cover security for these limits.
II. UNSECURED LOANS
a) Ministry of Science and Technology under the aegis of CSIR, has approved a Project under NMITLI scheme on
30.03.2008 and had sanctioned unsecured soft loan of Rs. 1503.55 lacs @ 3% rate of interest out of which
Rs. 1493.35 lacs stands disbursed.
III. EMPLOYEE BENEFITS
DEFINED BENEFIT PLAN- GRATUITY
(Projected Unit Credit Actuarial Method)
Expense recognised in the Statement of Profit & Loss for the financial year
ended 31st March15
Current Service Cost
Past Service Cost
Interest Cost
Expected Return on plan Assets
Net Actuarial Gain/Loss recognised during the year
Expenses recognised in the statement of profit & loss
Net Assets/ Liabilities recognised in the Balance Sheet as at 31st March 15
Present Value of obligation as at the end of the period
Fair Value of Plan Assets as at the end of the period
Funded Status
Excess of Actual over estimated
38

2015

2014

477115

3,52,203

75956816

7,54,79,701

(75956816)

(7,54,79,701)

CLUTCH C
AUTO A
Unrecognised Actuarial (Gains)/Losses
Net Assets/ (Liability) Recognised in the Balance Sheet
Changes in the present value of obligation
Present value of obligation as at the beginning of the period
Acquisition Adjustments
Interest Costs
Past Service Costs
Curtailment Cost/ (Credit)
Settlement Costs/ (Credit)
Benefit Paid
Actuarial (Gain)/ Loss on Obligation
Present Value of Obligation as at the end of the period

(75956816)

(7,54,79,701)

75479701

75127498
-

Fair Value of Plan Assets (Funded Status)

75956816

7,54,79,701

(75956816 )

(7,54,79,701)

EARNED LEAVE AND COMPENSATED ABSENCES

Expense recognised in the Statement of Profit & Loss for the financial year
ended 31st March 15
Current Service Cost
Past Service Cost
Interest Cost
Expected Return on plan Assets
Net Actuarial Gain/Loss recognised during the year
Expenses recognised in the statement of profit & loss
Net Assets/ Liabilities recognised in the Balance Sheet as at 31st March 2015
Present Value of obligation as at the end of the period
Fair Value of Plan Assets as at the end of the period
Funded Status
Excess of Actual over estimated
Unrecognised Actuarial (Gains)/Losses
Net Assets/ (Liability) Recognised in the Balance Sheet
Changes in the present value of obligation
Present value of obligation as at the beginning of the period
Acquisition Adjustments
Interest Costs
Past Service Costs
Current Service Costs
Curtailment Cost/ (Credit)
Settlement Costs/ (Credit)
(Benefit paid)
Actuarial (Gain)/ Loss on Obligation
Present Value of Obligation as at the end of the period

(-)
43,96,176

1,03,69,407

( 43,96,176)

(1,03,69,407)

( 43,96,176)

(1,03,69,407)

43,96,176

1,03,69,407
-

Fair Value of Plan Assets (Funded Status)

ASSUMPTIONS
Economic
- Discount Rate
- Increments
- Expected Rate of Return on Plan Assets
Demographic
- Mortality Table
- Retirement Age

39

43,96,176

1,03,69,407

( 43,96,176)

(1,03,69,407)

8.5%

8.5%

6%

6%

58 Years

58 Years

CLUTCH C
AUTO A
-

Withdrawal Rates
Up to 30 Years
Up to 44 Years
Above 44 Years

3.00%
2.00%
1.00%

3.00%
2.00%
1.00%

The company has complied with the requirement of accounting standard 15 on Employees Benefits as issued by ICAI,
by making a provision for the post-retirement benefits (i.e. Gratuity and leave encashment) taking into consideration the
provision of the payment of Gratuity Act, 1972 and the age & other terms and conditions of employment. However, the
actuarial valuation for the same has not been done.
IV. CONTINGENT LIABILITIES
I) Claims against the company not acknowledged as debts.
ii) Disputed Excise duty (including penalty of Rs. 215.68 lacs), under appeal
before Central Excise & Service Tax Appellate Tribunal (Rs.50 lacs paid as
deposit and shown under loans and advances Schedule - IX )
iii) Disputed from Director General of Foreign Trade (DGFT) for issue show
case notice relating to not fill full export obligation
iv) Income Tax Demand notice issued by ACIT. Company not acknowledge as
debts, appeal pending before the CIT (appeal) VI
v) Cheques discounted with Banks
vi) Guarantees given by Banks (excluding liabilities provided)
vii) The company is contingently liable for payment of interest on delayed
payments made beyond the appointed day during the financial year as well as
on outstanding amount at the year end to Micro, Small, and Medium
Enterprises under the provisions of Section 16 of The Micro, Small, and
Medium Enterprises Development Act, 2006.

2015
Rs. In lacs
812.36

2014
Rs. In lacs
1026.93
812.36

150.72

150.72

107.00

107.00

6.87

V. CURRENT ASSETS, LOANS AND ADVANCES

i) Basis of quantitative particulars given below under item XIV is as under;
1) Production figures have been ascertained on the basis of production report summaries. The opening and closing
balances of finished goods are based on stock records and physically verified inventories. Sales quantities have
been furnished on the basis of sales invoices.
2) The quantities of different classes of raw materials and components consumed have been derived by posting in a
separate ledger, the opening quantities & purchases and deducting there from the closing stock. The quantities for
different items have not been ascertained from stock cards. The Company is still to introduce a procedure for
correlation of materials consumed with production.
3) Stock of semi - finished, raw material and finished goods includes slow moving and non-moving stock of Rs. 1.0 lacs (1.85 lacs). In the opinion of the Management, no reduction is considered necessary in the value of the stocks.
4) Semi - finished goods have been ascertained on the basis of physical verification.
5) Finished Goods comprise of varied specifications and include a number of components. In the absence of a
scientific system of costing in vogue, value of closing stock is worked out, as in the past, by reducing from the selling
price, an appropriate margin towards profit & selling expenses.
6) In the opinion of the Board and to the best of their knowledge and belief, Value of realization of current assets, loans
and advances in the ordinary course of business would not be less than the amount at which they are stated in the
balance sheet. Balance of personal accounts are subject to confirmation for the respective parties.
7) The Balances of Sundry Creditors and Sundry Debtors are subject to confirmation.
8) Materials which were re-shipped to India related to consignment supplied to CAPSI USA for Navistar Inc, USA left
unattended due to non-payment of duty and other `charges. There are also losses due to discardment of OIB Bank
USA. The Company Could not arrange funds from Banks as per Restructuring package to lift these Materials which
subsequently got auctioned or damaged. The Company has suffered huge Losses to the extent of Rs. 26.54 Crore
on this account.
40

CLUTCH C
AUTO A
9) Company has incurred huge expenditure in developing frictionless Clutches with the help of leading Technology
institutions of the Country under the aegis of CSIR. But due to shifting of existing R & D facility and still
construction and other allied works at Bhiwadi and it is not possible for the Company to re-establish or replicate
the old set-up of Research and product development facilities at Biwadi so easily seeing the current financial
health of the Company as hiring of Competent professionals, retrieval of data for research Work and to start each
activity pursuant to research & development will be a onerous task. The Company at present is not in a position to
harness these benefits which might otherwise have been beneficial for the Company in long run. As such keeping
the Current capitalized value of Research & Development expenditure in the form of intangible assets does not
make any sense and need to be suitably written off . The total amount comes to Rs. 16.58 Crore
10)The Company has been able to deposit current deducted Provident Fund Dues/ESI with respect to employees of
the Company.
VI. MICRO, SMALL & MEDIUM ENTERPRISES
Micro, Small and Medium enterprises have been identified by the Company on the basis of information available. Total
outstanding dues of Micro, Small & Medium enterprises, which are outstanding for more that the stipulated period, are
given below:
(Figures in Rs. Lacs)
2015
2014
a) Dues remaining unpaid as at 31st March
i) Principal
275.23
378.56
ii) Interest
b) Interest paid in term of Section 16 of the Act
c) Amount of principal payments made beyond the appointed day during the year
12.58
22.13
d) Amount of Interest due and payable for the period of delay on
payments made beyond the appointed day during the year
e) Amount of interest accrued and remaining unpaid as at 31st March 2015
Interest on delayed payments beyond the appointed day has been considered as a contingent liability.
VII.PROFIT & LOSS ACCOUNT
a) Payment to Auditors
i)
ii)
iii)
iv)

Audit Fee
Reimbursement of expenses
Certification of statements
Service Tax

Current year
( Rs )
5,00,000/-

Previous year
( Rs )
500,000/-

61,800/-

61,800/-

b) Sales include exchange rate fluctuation of Cr. Rs. Nil (Previous year Dr. Rs. NIL).
c) Remuneration to Managing and Whole time Directors:
Current year
Salary & Allowances
Contribution to Provident Fund
Perquisites/Reimbursement
116260
116260
d) Export Promotion & Export Expenses include
(1) ECGC premium
(2) Salary & Wages
VIII.

Previous year

395005
395005
-

SEGMENT REPORTING
Segment Information for the Year Ended 31st March, 2015

Revenue by Geographical Market

1. India
2. Outside India
Total :
41

2015
(Rs. In lacs)

2014
(Rs. in lacs)

3,818.27
75.06
3,893.33

3,059.85
00.00
3059.85

CLUTCH C
AUTO A
Segment Results Profit/(Loss) before interest and taxes
1. India
2. Outside India
Total :
Less: Interest
Less: Other Unallowable Expenditure
Add: Other Unallowable Income
Profit before Tax

(18129.34)
8.25
(18121.09)
0.84

(2544.09)
00.00
(2544.09)
2103.58
00.00

(18120.25)

(4647.67)

IX. RELATED PARTY DISCLOSURES

a. Related parties and their relationship
i. Key management personnel
- Mr. V. K. Mehta, Chairman & Managing Director (Promoter)
ii. Enterprises over which Relative Parties are able to exercise significant influence.
Purchase of goods/Services
1177.88

*-a) Macas Automotive

b) Transactions with the above parties in the ordinary course of business.

i) Transactions with key management personnel mentioned in (I) above.
a) Remuneration/Reimbursement
b) Amounts outstanding at the year end:
- Payable
ii) Transaction with above parties
a) Purchase of Goods /Services
b) Amount outstanding at the year end:
- Payable

Current Year
(Rs.in lacs)
1.16

(Rs. in lacs)
Amt O/s
152.11
Previous year
(Rs.in lacs)
3.95
-

X. EARNING PER SHARE

Net Profit after tax attributable to shareholders (Rs in lacs)
No of Shares
EPS
Basic
Diluted

1177.88

1115.83

152.11

1559.89

( 18073.70)
18,758,880

(13,311.25)
18,758,880

( 96.34)
( 96.34 )

(72.23)
(72.23)

XI. Previous year figures have been regrouped & rearranged, wherever required to conform to the corresponding
current year figures.
XII.Additional information pursuant to para 4C & 4D of para II of Schedule VI of the Companies Act, 1956.
a) Particulars of Raw Materials & Components consumed.
Classes of Goods
Unit
Quantity
Amount(Rs)
Forgings
Nos.
281401
23098779
(112050)
(5459025)
Facings

Set

144909
(80000)

15381652
(8247138)

Steel Sheets

Kgs.

124255
(7079250)

6720104
(5240745)

Castings

Nos.

192140
(44000)

73704392
(67400250)

Spring Steels

Kgs.

0
(869720)

0
(83100)

Springs

Nos.

1283206
(928275)

19088042
(8832858)

42

CLUTCH C
AUTO A
Rivets & Other components

11746136
(2436110)
Total :

b)

286166476
(228943351)

Value of Imported & Indigenous raw material, spares & components consumed.
Amount (Rs.)
1) Raw Material
Imported

Percent (Rs.)

(NIL)

Indigenous
Total:
2) Stores & Spares:
Imported
Indigenous
c) Earnings in foreign exchange - FOB
Value of exports (on accrual basis)
d)

148173507
(133680235)

286166476
( 228,943,351)
286166476
(228,943,351)

(100)
(100)
100
(100)

Nil
(Nil)

Nil
(Nil)

(NIL)
(NIL)

NIL
NIL

NIL
( NIL )

Expenditure in Foreign Currency on account of

- Travel

1980710
(12,87,450)
(-)

- Technical Fee

- Other (Consultancy Charges)

Total:
f) CIF value of imports includes advances
(on accrual basis)
- Raw materials

11977856
(-)
13958566
(1287,450)

NIL
NIL
NIL
(NIL)

- Capital
Note: - Figures in brackets are in respect of previous year
Annexure to our report of even date
As per our Separate Audit report of even date attached

For S.C. Garg & Associates

Chartered Accountants
FRN-06873N

(V. K. MEHTA)
Managing Director

(K. K. TANEJA)
Director

(Vipin Kumar Ahuja)

Partner
M.No. 522081
Place: New Delhi
Date : 30th May, 2015

(MANISH RAI)
Company Secretary

(SHYAM SINGH)
Accounts Officer

43

CLUTCH C
AUTO A
NOTICE
NOTICE is hereby given that the 44thAnnual General Meeting of the Company will be held at 143, Swaran Park, Mundka, New Delhi110041 on Wednesday, 30th September, 2015 at 10.00 A.M. to transact with or without modification(s), as may be permissible, the
following business:
Ordinary Business:
1. To receive, consider and adopt the Audited Statement of Accounts together with the Reports of the Directors and Auditors thereon
for the financial year ended 31st March, 2015.
2. To appoint a Director in place of Ms. Pooja Kapur, Director, (Holding DIN 00047231) who retires by rotation and being eligible,
offers herself for reappointment.
3. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
To re-appoint M/s S C Garg & Associates, Chartered Accountants (Firm Reg No. 06873N) a Statutory Auditors of the Company to
hold office from the Conclusion of 44th Annual General Meeting to 45th Annual General Meeting and to authorize Board of
Directors to fix their Remuneration.
Special Business:
4. To consider and, if thought fit, to pass the following Resolution as a Special Resolution with or without modification, if any:
RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act,
2013 (the Act) (subject to any modification and re-enactment thereof), and pursuance to the Clause 49 of the Listing agreement
entered into with the stock exchanges and any applicable rules what so ever , the consent, of the members of the company be
and is hereby accorded to the board of directors to enter into any contract/arrangements with a related party namely Macas
Automotive, a firm of the relative of the Managing Director as defined as a related party under the Act with respect to purchase
/supply of goods/ materials by the said firm Macas Automotive to M/s Clutch Auto Limited, up to Rs. 35 Crores ranging from
FY 15-16 to FY 16-17.
RESOLVED FURTHER THAT the board of directors of the Company be and is hereby authorized to take such steps as may be
necessary for obtaining approvals, statuary, contractual or otherwise, in relation to the above and to settle all matters arising out of
and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of
the Company and generally to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental
thereto for the purpose of giving effects to this Resolution.
Regd. Office:
2E/14, (1st Floor)
Jhandewalan Extn.,
New Delhi 110055
Date: 30.05.2015

By Order of the Board of Directors

V K Mehta
Managing Director

Notes
1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the Special Business at item No.4 of
the above Notice is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total
Share Capital of the Company carrying voting rights. A member holding more than 10% of the total Share Capital of the Company
carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or
shareholder.

3.
4.
5.
6.
7.

Proxies, in order to be effective, must be received at the registered office of the Company, not less than Forty eight hours before
the commencement of the meeting. A proxy form is sent herewith. Proxies submitted on behalf of the Companies, Societies etc.
must be supported by appropriate resolution/authority, as applicable.
Details under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of the Directors seeking appointment/reappointment at the Annual General Meeting, forms part of the notice. The Directors have furnished the requisite declarations for
their appointment/re-appointment.
The Register of Members and the Share transfer books of the Company will remain closed from Thursday, 24th September, 2015
to Wednesday, 30th September, 2015 (both days inclusive)
Members holding shares in the same name under different Ledger folios are requested to apply for consolidation of such Folios an
send the relevant share certificates to M/s. MAS Services Limited for doing the needful.
Members are requested to notify change in address, if any, immediately to M/s. MAS Services Limited quoting the Folio Numbers.
In terms of Circulars issued by Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN Card
to the Company or its RTA in the following cases viz. Transfer of shares, Deletion of shares, Transmission of shares and
Transposition of shares, Shareholders are requested to furnish copy of PAN Card for all the above mentioned transactions.
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General Meeting, Directors Report, Audit Report, Audited Financial Statements and other documents through electronic mode.
Further pursuant to first proviso to Rule 18 of the Companies (Management and Administration) Rules 2014, the company shall
provide the advance opportunity, at-least once in a financial year to the members to register their email addresses and changes
therein. In view of the same, members are requested to kindly update their email addresses with DP in case of holding of shares
in demat form and to the company/Company Registrar in case of holding shares in physical form.
9. Members may also note that Notice of the 44th Annual General Meeting and Annual Report 2014-15 will also be available on the
Companys website www.clutchauto.com for being downloaded. The physical copies of the aforesaid documents will also be
available at the Companys Registered Office for inspection during normal business hours on working days till the date of the
meeting. Even after registering e-communication members are entitled to receive such communication in physical form, upon
making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the
Company investor email Id: mailto.cal@rediffmail.com.
10. Any member requiring further information on the Accounts at the meeting is requested to send the queries in writing to the
Company by 22nd September, 2015 so that the required information can be made available at the meeting.
11. Members are requested to bring their copies of Annual Report at the meeting, as extra copies will not be supplied.
12. Members are requested to deposit the enclosed attendance slip, duly filled in and signed at the meeting venue.
13. Only registered members carrying the attendance slips and the holders of valid proxies registered with the company will be
permitted to attend the meeting.
14. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the
Registered Office of the Company on all working days, except Saturdays, during business hours upto the date of the Meeting.
15. Voting through electronic means
A. In compliance with provisions of Section108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and
Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 the
Company is pleased to provide to its members the facility to exercise their right to vote at the 44th Annual General
Meeting(AGM) of the Company by electronic means and the business may be transacted through e-Voting Services. The
facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM
(remote e-voting) will be provided by the National Securities Depository Limited (NSDL).
B. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who
have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
C. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to
cast their vote again.
D. The remote e-voting period commences on September 27, 2015 (9.00 a.m.) and ends on September 29, 2015 (05:00 p.m.).
During this period members of the Company, holding shares in physical form, as on the cut-off date of September 23, 2015,
may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once
the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
The procedure and instructions for members for remote E-VOTING are as under:
I. In case of members receiving e-mail from NSDL (for those Members whose e-mail addresses are registered with the
Company):
a. Open e-mail and open PDF file viz. CAL-remote e-Voting.pdf with your Folio No. as password containing your user ID and
password for remote e-voting. Please note that the password is an initial password.
b. Launch internet browser by typing the following URL:https://www.evoting.nsdl.com/.
c. Clink on Shareholder-Login.
d. Put user ID and password as initial password noted in step (i) above. Click Login.
e. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters
or combination thereof. Note new password. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential.
f. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
g. Select EVEN of Clutch Auto Limited.
h. Now you are ready for remote e-voting as Cast Vote page opens.
i. Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted.
j. Upon confirmation, the message Vote cast successfully will be displayed.
k. Once you have voted on the resolution, you will not be allowed to modify your vote.
l. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of
the relevant Board Resolution / Authority letter etc. together with attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail to csdkdubey@gmail.com with a copy marked to
evoting@nsdl.co.in.

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II.

E.
F.
G.
H.
I.

J.
K.
L.
M.
N.

In case of Members receiving Physical copy of Notice of 44th Annual General Meeting (for members whose email IDs are not
registered with the Company or requesting physical copy)
a. Initial password is provided in the Attendance Slip for the 44th AGM.
b. Please follow all steps from Sl. No.(I)(a) to Sl. No.(I) (i) above, to cast vote.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual
for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your
vote.
You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cutoff date of 23.09.2015.
Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding
shares as of the cut-off date i.e.23.09.2015, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or
to the RTA Mas Services Limited info@masserv.com.
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for
casting your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password option
available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to
vote again at the AGM.
A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date (23.09.2015) only shall be entitled to avail the facility of remote e-voting as well as voting at the
AGM through ballot paper.
Mr. D K Dubey, Practicing Company Secretary (Membership No.FCS-7898) & CP No.8882), Proprietor, M/s. D K Dubey &
Associates, Company Secretaries has been appointed for as the Scrutinizer for providing facility to the members of the Company
to scrutinize the voting and remote e-voting process in a fair and transparent manner.
The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the
assistance of scrutinizer, by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes
by availing the remote e-voting facility.
The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock
the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall
make, not later than two days of the conclusion of the AGM, a consolidated scrutinizers report of the total votes cast in favour or
against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of
the voting forthwith.

The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.clutchauto.com and
on the website of NSDL immediately after the declaration of result by the Chairman or a person authorised by him in writing and
communicated to the stock exchange concerned.
Item No.2
Ms. Pooja Kapur is an MA from Delhi University and has been serving on the Board since 24.2.2006. She possess considerable
experience in the field of manufacturing of Automobile parts and general administration. She is a Chairperson of Stakeholders
relationship Committee and member of other committee also. This disclosure may be treated as in pursuance of Clause 49 of the
Listing Agreement also.
EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No.4
Macas Automotive, a proprietorship firm of Mr. Anuj Mehta, son of our Managing Director although not taking part in the day to day
affairs of the Company but have been supplying Auto parts to M/s. Clutch Auto Ltd. He has disassociated himself from the Company
and running a separate business on its own having no relation with Clutch Auto Ltd. He has offered auto parts to the Company at very
concessional rates which are beneficial for M/s. Clutch Auto Ltd in terms of purchase cost of raw materials. To ensure a proper supply
chain of raw materials at a very competitive rate in such trying times for the Company when the Company is passing through severe
liquidity crunch, your Board has found to have a consistent supply chain of raw materials at competitive rates from Macas Automotive.
Therefore, it is in the interest of the Company to get these transactions done although by virtue of Section 188 read with Clause 49 of
the Listing Agreement, it requires the consent of the Members by way of a Special Resolution to be passed in the General Meeting of
the Members.
None of your directors except Mr. V K Mehta and Pooja Kapur is interested in this resolution.

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PROXY FORM

(Form No. MGT-11)

Pursuant to Section 105(6) of the Companies Act 2013 and Rules 19(3) of the Companies
(Management and Administration) Rules, 2014
Name of the Member(s) :
Regd. Address
:
Email Id
:
Folio No. / Client Id
:
DP ID
:
I/We being the member of the ___________shares of the above named Company, hereby appoint
1.
2.
3.

Name:

Address:

Email Id

Signature..or failing him

Name:

Address:

Email Id

Signature..or failing him

Name:

Address:

Email Id

Signature..

as my/our Proxy to attend and Vote (on a poll) for me/us and on my/our behalf at the 44th Annual General Meeting of the
Company to be held on Wednesday, 30th September, 2015 at 10.00 A.M. at 143, Swaran Park, Mundaka, New Delhi-110041
and at any adjournment thereof in respect of such resolutions as indicated below:
Resolution No.
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2015 and Statement of
Profit and Loss for the year ended on that date together with the Reports of the Directors and Auditors thereon.
(Ordinary Resolution).
2. Re-appointment of Ms. Pooja Kapur, Director retires by rotation (Ordinary Resolution)
3. Re-appointment of Statutory Auditors M/s. S C Garg & Associates (Ordinary Resolution).
Special Business
4. To enter into Contract /Arrangements with related party Macas Automotive for purchase/supply of goods/materials
(Special Resolution).
Signed this ________ day of__________ 2015
Signature of Shareholder
Signature of Proxy holder..
This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company not less than 48 hours before the commencement of the meeting.

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ELECTRONIC VOTING PARTICULARS

EVEN

USER ID

PASSWORD / PIN

NO. OF SHARES

(E-Voting Event Number)

The remote e-voting facility wiil be available during the following voting period:
Commencement of remote e-voting

From 09.00 a.m. (IST) on September 27, 2015

End of remote e-voting

Upto 05.00 p.m. (IST) on September 29, 2015

The cut-off date (i.e. the record date) for the purpose of remote e-voting is 23rd September, 2015
------------------------------------------------- TEAR HERE -------------------------------------------------

Regd, Folio No. / DP ID - Client ID

:_______________________________

Name & Address of First/Sole Shareholder

:_______________________________

No. of Shares held

:_______________________________

I hereby record my presence at the 44th Annual General Meeting of the Company held on
Wednesday, the 30th day of September, 2015 at 10:00 a.m. at 143, Swaran Park, Mundaka,
New Delhi-110041
Notes:
a) Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.
b) Member / Proxy wish to attend the meeting must bring this attendance slip to the meeting
and handover at the entrance duly filled in and signed.
c) Members are informed that no duplicate attendance slips shall be issued at the meeting.
d) Members are requested to follow the E-voting procedures as mentioned in
Point No. 15(1)(a) to 15(1)(i) of Notice